Treasury consultation on Australia's proposed merger control thresholds

The Australian Treasury has initiated a consultation period concerning the exposure draft of the Competition and Consumer (Notification of Acquisitions) Determination 2025. This draft instrument outlines the proposed notification thresholds and procedures for the forthcoming mandatory merger notification regime, set to commence voluntary notification from 1 July 2025 and become mandatory on 1 January 2026. ​

Under the regime, mandatory notification to the ACCC will be required where certain threshold requirements are satisfied. The following thresholds and circumstances are proposed:

• Large corporate groups: Where the combined GST turnover of the acquiring entity and the target entity is at least $200 million, and either:
  • the target entity has a turnover of at least $50 million; or
  • the transaction value, based on either market value or total consideration paid, is at least $250 million.
• Very large corporate groups: Acquisitions by entities with GST turnover of $500 million or more, targeting companies with a turnover of $10 million or more.

• Creeping or serial acquisitions: Acquisitions made by the same entity (or connected entities) within a three-year period that collectively exceed turnover thresholds, specifically, $50 million for general cases or $10 million when acquired by very large corporate groups.

• Major supermarkets: Acquisitions by major supermarket businesses, specifically Coles and Woolworths, involving supermarket businesses or certain land acquisitions must be notified regardless of size thresholds.

Treasury is particularly interested in stakeholder input on several provisions within the draft, including:

• Combined acquirer/target turnover test: The effectiveness and practicality of using current GST turnover calculations for determining notification requirements.

• Accumulated acquisition tests: Appropriateness and clarity around rules governing creeping or serial acquisitions.

• Transaction value test: Comments on market valuation methods and considerations used for determining transaction values.

• Supermarket sector acquisitions: Special notification obligations imposed on major supermarkets and implications for competition within the grocery retail market.

• Exemptions and exceptions: Feedback on proposed exemptions, such as:
  • acquisitions for the purpose of developing residential premises;
  • certain commercial property acquisitions (for property development purposes, for example);
  • real property lease renewals and extensions;
  • acquisitions by insolvency practitioners;
  • acquisitions arising in succession scenarios, for example pursuant to a will, under intestacy or pursuant to a right of survivorship under a joint tenancy.

The consultation period is open until 2 May 2025. This presents a critical opportunity for businesses, advisers, and other stakeholders in the mergers and acquisitions sector to influence the final form of the notification regime. Engaging in this process ensures that the thresholds and requirements are practical, clear, and effectively balance regulatory oversight with commercial realities.​

Should you require assistance in understanding how these proposed changes may impact your business or need help in preparing a submission, please contact our M&A team.

This article provides general commentary only. It is not legal advice. Before acting on the basis of any material contained in this article, seek professional advice.